EFTA01390386.pdf

6. Sale of Securttlea. Client agrees that in a cash account: (i) Client will not sell any Security before it is paid for: (ii) Client will own each security sold at the time of sale: unless such security is already held in the Account, Client will prompt* deliver such security thereto oh er before settlement Oats: (iv) Client will promptly make full oash payment of any amount which may become due in order to meet necessary requests for additional deposits; and (v) with respect to any Securities and Other Property sold, Client will satisfy any mark to the market deficiencies. Client must affect all Short Sales in a margin account and designate these sales es "short". All other sales will be designated as "long" and will be deemed to be owned by Client. In the event that ()BSI enters an order to sell Securities and Other Property that Client represents Client owns, but which its not held in the Account at the time of sale, and Client fails to make delivery by settlement date, DBSI has the right to purchase or borrow any Securities and Other Property necessary to mete the required delivery. Client egress to compensate 08SI for any loss or cost, including interest, commission, or fees sustained as a result of the foregoing. 0851 charges interest on unpaid balances In cash accounts frem the close of business on settlement date. Seethe Annual Disclosule Statement, at http://www. pwm.db,camfamerieasteniennualdisclosurestaterrientiMml tor additional informetion on interest charges. 7. Restrictions on Trading. DBSI has the right to prohibit or restrict Client's ability to trade Securities and Other Property, or to substitute securities in Client's Account. 8. Restricted Securities. Client will not buy, sell, or pledge any Restricted Securities withal.' DBSI's prior written approval. Prier to placing any order for Restricted Securities subject to Rule 144 or 145 of the Securities Act of 1933, Client must identify the status of the securities and furnish ()BSI with the necessary documents (including opinions of legal counsel, if requested) to obtain approval to tninsfer and register these securities. DBSI will not be liable for any delays in the processing of hiese securities or for any losses caused by these delays. DBSI has the right to decline to accept an order for these securities until the transfer and registration of such securities has been approve°. 9. Order Maconmet and Ce leallationni.1edification Requests. When Client verbally places a trade with a Client Adviser, Client will be bound to the oral confirmation repeated back to Client, unless Client objects at the time of the order. Client understands that requests to canceUmodiry an order that ()BSI accepts are on a best efforts basis only. 10. Aggregatioh of Orders and Average Prices. Client authorizes D851 to aggregate orders for Client Accounts) with other orders. Client recognizes that in so doing, Client may receive an average price for orders that may differ from the price(s) Client may have received hed the orders not been aggregated. Client understands that this practice may also result in orders being only reaially completed. 11. Transmission of Instructions. Client understands and accepts responsibility tor the transmission of instructions to 0851 end will bear the risk of loss arising from the method of transmission used in the evont of transmission errors, misunderstandings, impersonations, transmission by unauthorized persons, forgery or intercepts. Exoept in the case of gross negligence, Client agrees to release and indemnify DOSE its affiliates, employees, end directors from any and all liability arising from the execution ohtransections bilged on such instructions. 12. Role of Certain Tbird Parties. DB51 engages a third-party steering agent, Perehing. Client understands that Pershing ie the custodian of Client's assets, clears and settles all transactions, and extends credit on any margin purchases. where applicable. Client further understands that Pershing may accept from ()BSI, without inquiry or Investigation: (i) orders for the purchase or sale of Securities and Other Property on margin or otherwise, and (e) any other instruotions concerning Account(s). Client further understands that the contract between DBSI and Pershing. end the services rendered thereunder, am not intended to create a joint venture, partnership, or other form of business organization of any kind..Rershing shall not be responsible or liable to Client for any acts or omissions of OBSI or its employees. Pershing does not provide investment advice, nor offer any opinion on the suitability of any transaction or order. DBSI is not acting as the agent of Pershing. Client cannot hold Pershing, its affiliates, end Its officers, directors, end agerns liable for any trading losses that Client incurs. 13. Liens. Client hereby grants to DBSI and its Affiliates a security interest in and lien upon all Securities and Other Property in the possession or control of DBSI, any of its Affiliates or Pershing, in which Client has an interest (held individually, jointly or otherwise) (collectively all such Securities and Other Property are referred to herein as 'Collateral') in order to secure any and all indebtedness or any other obligation of Client to OBSI and its Affiliates or Pershing (collectively, all such obligations are referred to herein as the "Obligations"). Clients,who are joint accountholders ("Joint Accountholders") acknowledge and agree that pursuant to the lien to 0851 and Affiliates, the Collateral shall include Securities and Other Property held in the Account or any other account held by either Joint Accounthoidor with 0851 re its Affiliates or Pershing (whether individually, jointly or otherwise) and shall secure any and all Obligations of each Joint Accountholder to DBSI and its Affiliates or Pershing. Wrth respect to the lien granted to D961 and Its Affiliates, DBSI (or Pershing, at D951's instruction) may, at any time and without prior notice, sell, transfer, release, exchange, settle or otherwise dispose of or deal with any er all such Collateral in order to satisfy any Obligations. In enforcing this lien, DBSI shall have the discretion to determine what and how much Collateral to apply for the purposes of the foregoing. Notwithstanding the foregoing, naming herein shall no deemed to grant an interest in any Account or assets that would give rise to a prohibited transaction under Section 4976(c)(11(6) of the Internal Revenue Code of 1986, as amended, or Section 406(a)61(B) of the Employee Retirement Income Security Act of 1974, as amended. Securities and Other Property held in Client's retirement accountls) maintained by DBSI, which may.include IRAs br qualified plans, are not subject to this lien ano sueh Securities and Other Property may only be used to satisfy Clients indebtedness or other obligations related to Client's retirement account(s). 14. Satisfaction of Indebtedness and Assignment of Rights. Client agrees to satisfy, upon demand, any rridebtedness, including any interest and commission charges and to pey the reasonable costs and expenses of collection of any amount Client owes. to DBSI, including reasonable attorneys' fees and court costs. Client agrees that DBSI or Pershing may execute or assign to each other or any third party any rigors or obligations Client granted under this Account Agreement. including bet not limited to the right to collect any Obligations, or liquidate any Seculities and Other Property held In A000unt(s). 15. Fees. Client understands that 09S1 charges an Annual Account Fee for certain accounts and may charge service fees, processing tees and/or other fees or commissions, for the transactions and other services provided. more fully described in the Annual Disclosate Statereent, et http://www.pwm.db.comfamericasietilannoaldincloeurestatement.html. Client understands that these fees will be charged td Account(s) and authorizes D851 to deduct such fees from Client's Account(s). 12-PWM-0573 2 012145 011113 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0094878 CONFIDENTIAL SDNY_GM_00241062 EFTA01390386